Final Terms dated 16 October 2012 Erste Group Bank AG Tap Issue of Erste Group Zero Coupon Bond 2012-2015 "EGB Zerobond / 2015" under the 30,000,000,000 Debt Issuance Programme The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so in: (i) circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) those Public Offer Jurisdictions mentioned in Paragraph 38 of Part A below, provided such person is one of the persons mentioned in Paragraph 38 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated 31 May 2012 and the supplement to the Prospectus dated 11 June 2012 and 20 September 2012 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) as amended (which includes the amendments made by the Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent implemented in the Relevant Member State) (the "Prospectus Directive") This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplements to the Prospectus are available for viewing at http://www.erstegroup.com and during normal business hours at Börsegasse 14, 1010 Vienna and copies may be obtained from Erste Group Bank AG, Börsegasse 14, 1010 Vienna and on http://www.erstegroup.com. The Prospectus and the Final Terms are also available for viewing at www.csas.cz. 1 Issuer Erste Group Bank AG 2 (i) Series Number: 1134 (ii) Tranche Number: 1 (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible). 3 Specified Currency or Currencies: Czech Koruna ("CZK") 4 Aggregate Nominal Amount: Tap issue ( Daueremission ) up to CZK 1,000,000,000 1
(i) (ii) Series: Tranche: 5 Issue Price: 95.92 % of the Aggregate Nominal Amount and fixed thereafter by the Issuer according to prevailing market conditions. 6 (i) Specified Denominations: CZK 25,000 (ii) Calculation Amount Specified Denomination 7 (i) Issue Date: 25 October 2012 (ii) Interest Commencement Date: 8 Maturity Date: 25 October 2015 9 Interest Basis: Zero Coupon (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par 11 Change of Interest or Redemption/Payment Basis: 12 Put/Call Options: 13 (i) Status of the Notes: Senior (ii) Date [Board] approval for issuance of Notes obtained: 14 Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15 Fixed Rate Note Provisions 16 Floating Rate Note Provisions 17 Zero Coupon Note Provisions Applicable (i) Amortisation/Accrual Yield: (ii) Reference Price (iii) Any other formula/basis of determining amount payable: 18 Index-linked Interest Note/other variablelinked Interest Note Provisions according to Overall Planning Approval of Management Board dated 22 November 2011 and Supervisory Board dated 14 December 2011 IRR: 1.3982% per annum 30/360, unadjusted, following 19 Dual Currency Note Provisions PROVISIONS RELATING TO REDEMPTION 20 Call Option 21 Put Option 22 Final Redemption Amount of each Note In cases where the Final Redemption Amount is Index-Linked or other variable-linked: 23 Redemption of Reverse Convertible Notes (Cash-or-Share Notes, Cash-or-Fund Notes, Cash-or-Commodity Notes, Cash-or- 2
Currency Notes, Cash-or-Future Notes) 24 Early Redemption Amount Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): With respect to each Note the Early Redemption Amount payable upon redemption in accordance with Condition 6 or following an Event of Default according to Condition 10 shall be an amount equal to the market value of such Note on the date of early redemption, adjusted to account fully for any losses, expenses and costs to the Issuer (or any of its affiliates) of unwinding any underlying or related hedging and funding arrangements, all as determined by the Issuer in its sole and absolute discretion. 24a) Redemption for Regulatory Reasons GENERAL PROVISIONS APPLICABLE TO THE NOTES 25 Form of Notes: Notes governed by Austrian law: 26 New Global Note: No 27 Financial Centre(s) or other special provisions relating to payment dates: 28 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 29 Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made [and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment]: 30 Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: 31 Redenomination, renominalisation and reconventioning provisions: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is not exchangeable for Definitive Notes Prague, TARGET No 32 Consolidation provisions: 33 Other final terms: The Issuer may (but is not obliged to) repurchase Notes if requested by Noteholders to do so, and will repurchase such Notes at an amount equal to the market value of such Note on the date of repurchase, adjusted to account fully for any losses, expenses and costs to the Issuer (or any of its affiliates) of unwinding any 3
DISTRIBUTION 34 (i) If syndicated, names and addresses of Managers and underwriting commitments (ii) Date of Subscription Agreement: (iii) Stabilising Manager(s) (if any): 35 If non-syndicated, name and address of Dealer: underlying or related hedging and funding arrangements, all as determined by the Issuer in its sole and absolute discretion. Erste Group Bank AG 36 Total commission and concession: 37 U.S. Selling Restrictions: TEFRA D 38 Non-exempt Offer: An offer of the Notes may be made by Ceská sporitelna, a.s. other than pursuant to Article 3(2) of the Prospectus Directive in the Czech Republic ( Public Offer Jurisdiction ) starting on 23 October 2012. See further detail in paragraph 11 of Part B below. 39 Additional selling restrictions: 40 Jurisdiction and Governing Law: Austrian 41 Binding language English 42 Domestic or International Notes: Domestic Purpose of Final Terms These Final Terms comprise the final terms required for issue of the Notes described herein pursuant to the 30,000,000,000 Debt Issuance Programme of Erste Group Bank AG. Responsibility The Issuer accepts responsibility for the information contained in these Final Terms. Erste Group Bank AG as the Issuer. By: Authorised Officer By: Authorised Officer 4
1. LISTING AND ADMISSION TO TRADING PART B - OTHER INFORMATION (i) Listing: (ii) Admission to trading: None. 2. RATINGS Ratings: The Notes to be issued have not been rated. 3. NOTIFICATION The Commission de Surveillance du Secteur Financier (CSSF - Luxembourg) has provided the competent authorities of Austria, Germany, the Czech Republic, Hungary, the Slovak Republic and Romania with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See Use of Proceeds wording in Prospectus (ii) Estimated net proceeds: (iii) Estimated total expenses: EUR 1,000 6. Fixed Rate Notes only - YIELD Indication of yield: 7. Floating Rate Notes only - HISTORIC INTEREST RATES 8. Index-linked or Equity-linked or Fund-linked or Credit-linked or Commodity-linked or Future-linked or other variable-linked Notes only - PERFORMANCE OF INDEX/FORMULA/UNDERLYING EQUITY/FUND/CREDIT EVENT/COMMODITY/FUTURE/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING 9. Dual Currency Notes only - PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT 5
10. OPERATIONAL INFORMATION (i) ISIN Code: AT000B007497 (ii) Common Code: (iii) Clearing system(s) a) for International Notes: Euroclear Bank S.A./N.V. / Clearstream Banking, Société Anonyme b) for Domestic Notes: OeKB and Euroclear Bank S.A./N.V. / Clearstream Banking, Société Anonyme through an account held with OeKB] (iv) Delivery: (v) Names and addresses of initial Paying Agent(s): (vi) Names and addresses of additional Paying Agent(s) (if any): (vii) Names and addresses of Delivery Agent (s) (if not BNP Paribas) (viii) Intended to be held in a manner which would allow Eurosystem eligibility. Delivery against payment Erste Group Bank AG, Graben 21, 1010 Vienna Not applicable Erste Group Bank AG No 11. Terms and Conditions of the Offer (i) Offer Price: Issue Price (ii) Conditions to which the offer is subject: (iii) Time period, including any possible amendments, during which the offer will be open and description of the application process: (iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: (v) Details of the minimum and/or maximum amount of application: (vi) Details of the method and time limits for paying up and delivering the Notes: (vii) Manner in and date on which results of the offer are to be made public: (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: (ix) Categories of potential investors to 6
(x) which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser: (xii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. Distributor in the Czech Republic is Ceská sporitelna, a.s., Olbrachtova 1929/62, 140 00 Praha 4, Czech Republic 7